Browse EX-10 agreements

AMENDMENT TO SHAREHOLDERS’ AGREEMENT    

This AMENDMENT TO SHAREHOLDERS’ AGREEMENT (this “Amendment”) is dated April 20, 2026, and is entered into by and between ORIX Corporation (“ORIX”) and MGM Resorts Japan, LLC (“MGM”). Each of ORIX and MGM are referred as a “Party” or together as “Parties.”

WHEREAS:

(a)The Parties have entered into, among other contracts, (i) a Shareholders’ Agreement, dated February 10, 2022 (as amended, the “Shareholders’ Agreement”), with respect to MGM Osaka Corporation (formerly known as Osaka IR KK), a Japanese joint stock company (the “Company”) and (ii) an Omnibus Amendment to Shareholders’ Agreement and Amended and Restated Memorandum of Understanding regarding Draft Shareholders’ Agreement, dated October 18, 2024 (the “Omnibus Amendment”), which modified certain agreements of the Parties under the Shareholders’ Agreement; and

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Execution Version

THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE

THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is dated as of April 21, 2026 (the “Effective Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Tenant”), and acknowledged and agreed to by MGM Resorts International, a Delaware corporation (“Guarantor”), as set forth on the Consent and Ratification attached to this Amendment.

RECITALS

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FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 28, 2026 by ANTERO RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each of the undersigned Lenders (the “Consenting Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

R E C I T A L S

A.The Borrower, the Administrative Agent, the Lenders and the other parties from time to time party thereto are parties to that certain Amended and Restated Credit Agreement, dated as of July 30, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Lenders have agreed to make, and have made, certain credit available to and on behalf of the Borrower.

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PRIVATE AND CONFIDENTIAL

David Govrin

21 July 2026

Dear David,

I am writing on behalf of SiriusPoint America Insurance Company (the “Company”) to set out the arrangements we've agreed to support your temporary assignment to additional duties in the UK, focused on supporting the growth of the London Specialty Market. The purpose of this letter is to record the practical arrangements that will apply during your assignment. It is not intended to replace your existing employment agreement with the Company dated 31 October 2022 (the “Employment Agreement”) and those terms will continue to apply, save where expressly amended by this letter.

Purpose of the assignment

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SiriusPoint International Insurance Corporation

3rdFloor, 33 Gracechurch Street, London, EC3V 0BT

18 June 2026

Scott Egan

Via email to the confidential email address maintained in the Company’s records

Dear Scott:

We are pleased to offer you employment with SiriusPoint International Insurance Corporation. whose registered office is 3rdFloor, 33 Gracechurch Street, London, EC3V 0BT (the “Company”), subject to and on the terms and conditions outlined in this offer letter including its Exhibits (the “Offer Letter” and the “Employment”). This Offer Letter which supersedes and replaces your offer letter with SiriusPoint Bermuda Insurance Company Ltd May 17, 2023 (the "Bermudian Contract") and all related contractual terms governing your employment with that entity, except for any accrued rights and any provisions expressly preserved by this Offer Letter. The parties agree that the transition to this Offer Letter will not trigger any entitlement arising from a termination, resignation, dismissal, termination without Cause, resignation for Good Reason, including notice pay, payment in

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THIRD AMENDED AND RESTATED

MASTER PURCHASE AND SALE AGREEMENT
among
CARVANA AUTO RECEIVABLES 2016-1 LLC
as Transferor
and
ALLY BANK and ALLY FINANCIAL INC.
each a Purchaser

DATED AS OF DECEMBER 29, 2025

Certain information has been excluded because it is both (i) not material and (ii) the type that the registrant treats as private or confidential

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TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS AND USAGE											1

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FIRST AMENDMENT

(MASTER PURCHASE AND SALE AGREEMENT)

FIRST AMENDMENT, dated as of July 27, 2026 (this “Amendment”) to the Third Amended and Restated Master Purchase and Sale Agreement, dated as of December 29, 2025 (as further amended, supplemented, restated or otherwise modified to the date hereof, the “Master Purchase and Sale Agreement”), among CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), ALLY BANK, a Utah chartered bank, as a Purchaser (in such capacity, a “Purchaser”), and ALLY FINANCIAL INC., a Delaware corporation, as a Purchaser (in such capacity, a “Purchaser” and, together with Ally Bank, the “Purchasers”).

RECITALS:

WHEREAS, the Transferor and the Purchasers are parties to the Master Purchase and Sale Agreement pursuant to which the Purchasers have agreed to purchase specified portfolios of receivables and related property from the Transferor; and

WHEREAS, the parties wish to amend the Master Purchase and Sale Agreement in certain respects;

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Cash-Based Award Agreement
Pursuant To The
Carvana Co. 2026 Omnibus Incentive Plan

* * * * *

Participant: _____________________________

Grant Date: ______________________________

Target Amount of Cash Subject to Award: $__________

Maximum Amount of Cash Subject to Award: $__________

Performance Period: _______________________________________

* * * * *

THIS CASH-BASED AWARD AGREEMENT(this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2026 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, pursuant to Section 10.3 of the Plan it has been determined that it would be in the best interests of the Company to grant the Cash-Based Award (“Award”) provided herein to the Participant.

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NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

CARVANA CO. 2026 OMNIBUS INCENTIVE PLAN

* * * * *

Participant:     
Grant Date:     
Per Share Exercise Price: $     
Number of Shares subject to this Option:

* * * * *

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT(this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2026 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Non-Qualified Stock Option provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

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RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
CARVANA CO. 2026 OMNIBUS INCENTIVE PLAN

* * * * *

Participant: ____________________

Grant Date: ____________________

Number of Shares of Restricted Stock Granted: ____________

* * * * *

THIS RESTRICTED STOCK AWARD AGREEMENT(this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2026 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the shares of Restricted Stock provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

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PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

CARVANA CO. 2026 OMNIBUS INCENTIVE PLAN

* * * * *

Participant:     
Grant Date:     
Number of Restricted Stock Units Granted:

* * * * *

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT(this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2026 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

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INCENTIVE STOCK OPTION AGREEMENT

PURSUANT TO THE
CARVANA CO. 2026 OMNIBUS INCENTIVE PLAN

* * * * *

Participant:     
Grant Date:     
Per Share Exercise Price: $     
Number of Shares subject to this Option:

* * * * *

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT(this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2026 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Incentive Stock Option provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

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